Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

351.1201. Court order of dissolution, when. — 1. In an involuntary or supervised voluntary dissolution, after the costs and expenses of the proceedings and all debts, obligations, and liabilities of the cooperative have been paid or discharged and the remaining property and asset…

351.1204. Certified copy of dissolution to be filed. — After the court enters an order dissolving a cooperative, the court administrator shall cause a certified copy of the dissolution order to be filed with the secretary of state. The secretary of state shall not charge a fee fo…

351.1207. Creditor claims after dissolution forever barred. — 1. A person who is or becomes a creditor or claimant before, during, or following the conclusion of dissolution proceedings who does not file a claim or pursue a remedy in a legal, administrative, or arbitration procee…

351.1210. Claims against dissolved cooperative, former officers, directors, and members may defend. — After a cooperative has been dissolved, any of its former officers, directors, or members may assert or defend, in the name of the cooperative, a claim by or against the cooperat…

351.1213. Foreign cooperatives, conflict of laws — certificate of authority required, other requirements. — 1. (1) Subject to the constitution of this state, the laws of the jurisdiction under which a foreign cooperative is organized govern its organization and internal affairs a…

351.1216. Notice deemed given, when — electronic communications, consent given, when. — 1. Any notice to members given by the cooperative under any provision of sections 351.1000 to 351.1228, the articles, or the bylaws may be given in any of the following forms, and such notice …

351.1219. Cooperative not deemed a franchise. — A cooperative formed under and operating in compliance with sections 351.1000 to 351.1228 shall not be deemed or construed to be a franchise under the laws of the state of Missouri. ­­-------- (L. 2011 S.B. 366)

351.122. Option of biennial filing of corporate registration reports. — 1. Notwithstanding the provisions of section 351.120 to the contrary, beginning January 1, 2010, the secretary of state may provide corporations the option of biennially filing corporate registration reports.…

351.1222. Records and signatures — definitions — legal effect of. — 1. As used in this section, the following terms mean: (1) "Electronic", relating to technology, having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities; (2) "Electronic r…

351.1225. Amendments and repeal of act, state reserves right of. — The state reserves the right to amend or repeal the provisions of sections 351.1000 to 351.1228 by law. A cooperative organized or governed by sections 351.1000 to 351.1228 is subject to this reserved right. ­­---…

351.1227. Additional powers of secretary of state — rulemaking authority. — The secretary of state shall have further power and authority as is reasonably necessary to enable the secretary of state to administer this chapter efficiently and to perform the duties therein imposed u…

351.1228. Filing fees, determined by secretary of state. — Unless otherwise provided, the filing fee for documents filed under sections 351.1000 to 351.1228 shall be determined by the secretary of state. ­­-------- (L. 2011 S.B. 366)

351.125. Fees. — Every corporation required to register under the provisions of this chapter shall pay to the state a fee of forty dollars for its corporate registration if the report is filed in a written format. The fee is fifteen dollars for each corporate registration report …

351.127. Additional fee — expiration date. — The secretary of state may collect an additional fee of five dollars on each and every fee required in this chapter, provided that the secretary of state may collect an additional fee of ten dollars on each corporate registration repor…

351.140. Registration, form — subject to false declaration penalties — notice on form required. — Each registration required by section 351.120 shall be on a form prescribed by the secretary of state and shall be executed subject to the penalties of section 575.040 by an officer …

351.145. Notice provided for corporate registration report. — It shall be the duty of the secretary of state to send notice that the corporate registration report is due to each corporation in this state required to register. The notice shall be directed to its registered office …

351.150. Failure to comply not excused for lack of notice. — No corporation shall be excused for its failure to comply with the provisions of this chapter by reason of failure to receive the notice in section 351.145 required to be given by the secretary of state. ­­-------- (RSM…

351.155. Duplicate forms, when furnished. — It shall be the duty of the secretary of state to furnish forms of corporate registration reports to any corporation upon request to any representative of the corporation, but no such form of the corporate registration report shall be f…

351.156. Evidentiary effect of copy of filed document. — A certificate attached to a copy of a document filed by the secretary of state, bearing his signature, which may be in facsimile, and the seal of this state, is prima facie evidence that the original document is on file wit…

351.160. Shares or bonds shall be for money paid, labor or property actually received — bonded indebtedness, how incurred. — 1. No corporation shall issue shares, or bonds or other obligations for the payment of money, except for money paid, labor done or property actually receiv…

351.165. Note or obligation not to be considered payment for original issue shares — corporation shall not lend money to shareholder for purchase of shares — liability. — No note or obligation given by any shareholder, whether secured by deed of trust, mortgage or otherwise, shal…

351.170. Expenses of organization or reorganization, how paid. — The reasonable charges and expenses of organization or reorganization of a corporation and reasonable compensation for the sale or underwriting of its shares, may be paid or allowed by such corporation out of consid…

351.175. Subscriptions for shares — payment — failure to pay — notice for payment or forfeiture. — 1. The board of directors shall have the power to accept or reject subscriptions for shares whether made before or after the organization of the corporation. 2. Unless otherwise pro…

351.180. Power to issue shares — preferences — procedure — redemption of stock by corporation, requirements — amended certificate of designation for classes or series adversely affecting holders, majority vote of holders required. — 1. Every corporation may issue one or more clas…

351.182. Stock warrants, options — terms — consideration. — 1. Subject to any provisions in the articles of incorporation, every corporation may create and issue, whether or not in connection with the issue and sale of any shares of stock or other securities of the corporation, r…

351.185. Consideration for shares — exchange or conversion of shares. — 1. Shares having a par value shall be issued for such consideration not less than the par value thereof as shall be fixed from time to time by the board of directors. Shares without par value may be issued fo…

351.190. A corporation may determine that only a part of the consideration for which shares may be issued shall be stated capital, when. — 1. A corporation may determine that only a part of the consideration for which its shares may be issued, from time to time, shall be stated c…

351.195. Reduction of stated capital, how made. — 1. The reduction of the stated capital of a corporation, whether by retirement of reacquired shares or otherwise, may be made in the following manner, but nothing contained in this section shall be construed to forbid the retireme…

351.200. Redemption or purchase of own shares — retirement of shares. — 1. Any corporation which has issued shares of any class of stock may, subject to the provisions of its articles of incorporation, redeem all or any part of such shares if subject to redemption under the provi…

351.205. Preferred shares issued before November 21, 1943, without redemption provisions, how redeemed. — 1. Any corporation which issued preferred shares prior to November 21, 1943, the issued certificates evidencing which shares contain no provision for redemption, and which co…

[Repealed or reserved.]

351.215. Books and records, minutes of meeting — shareholder's right to examine — acquiring person's demand deemed proper, when — penalty. — 1. Each corporation shall keep correct and complete books and records of account, including the amount of its assets and liabilities, minut…

351.220. Payment of dividends on shares of stock. — The board of directors of a corporation may declare and the corporation may pay dividends on its shares in cash, property, or its own shares, subject to the following limitations and provisions: (1) No dividend shall be declared…

351.225. Shareholders' meetings prescribed by bylaws. — 1. (1) Meetings of shareholders may be held at such place, either within or without this state, as may be provided in the bylaws. In the absence of any such provisions, all meetings shall be held at the registered office of …

351.230. Shareholders' meetings — notice of, how given, contents of. — 1. Written or printed notice of each meeting of shareholders stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be …

351.235. Meetings, how convened — vote inspectors, when appointed, duties of. — Every meeting, for whatever object, of the shareholders in any corporation shall be convened by its president, secretary or other officer or any of the persons calling the meeting by a notice given as…

351.240. Inspector's oath. — Any inspector, before he shall enter on the duties of his office, shall take and subscribe the following oath before any officer authorized by law to administer oaths: "I do solemnly swear, that I will execute the duties of an inspector of the electio…

351.245. Shares, how voted — control share acquisition proxies, valid when, requirements, shareholder may authorize another person to act as proxy, procedure — electronic transmission defined. — 1. Unless otherwise provided in the articles of incorporation, each outstanding share…

351.246. Shareholders may create voting trust. — Any number of shareholders of a corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for any period, without regard to the rule agains…

351.250. Transfer books closed, when. — The board of directors shall have power to close the transfer books of the corporation for a period not exceeding seventy days preceding the date of any meeting of shareholders or the date of payment of any dividend or the date for the allo…

351.255. Officer to make list of shareholders entitled to vote. — 1. The officer having charge of the transfer book for shares of a corporation shall make, at least ten days before each meeting of the shareholders, a complete list of the shareholders entitled to vote at such meet…

351.260. Voting of shares standing in name of another corporation, domestic or foreign — deceased person's shares — receivers — pledges. — 1. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaws of suc…

351.265. Quorum of outstanding shares — representation by proxy — representation of false proxy, penalty. — 1. Unless otherwise provided in the articles of incorporation or bylaws, a majority of the outstanding shares entitled to vote at any meeting, represented in person or by p…

351.267. Five percent of shares of telephone company constitutes quorum, when — powers of quorum — directors, election by districts authorized. — 1. Notwithstanding other provisions in this chapter, unless a provision in the articles of incorporation or bylaws requiring a larger …

351.268. Shareholder's meeting, adjournment due to lack of quorum — postponement, adjournment defined. — 1. In addition to the provisions of sections 351.265 and 351.267 regarding the adjournment of shareholders meetings at which a quorum is not present, unless the bylaws provide…

351.270. Bylaws may require concurrence of greater portion of shares than statutes require. — Whenever with respect to any action to be taken by the shareholders of a corporation the articles of incorporation or provisions of the bylaws adopted by the shareholders require the vot…

351.273. Corporate action may be taken without meeting by written consents. — Any action required by this chapter to be taken at a meeting of the shareholders of a corporation, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if co…

351.275. Limitation of shareholder's obligation to corporation or its creditors. — 1. A holder of or subscriber to shares of a corporation shall be under no obligation to the corporation or its creditors with respect to such shares other than the obligation to pay to the corporat…

351.280. When execution may be levied against shareholders. — If any execution shall have been issued against any corporation, and there cannot be found any property or effects whereon to levy the same, then such execution may be issued against any of the shareholders to the exte…

351.285. Secretary shall give names and addresses of shareholders to officers holding executions against corporation. — The secretary or other officer having charge of the books of any corporation, on demand of any officer holding an execution against the same, shall furnish the …